airb2018 in ev · 04 information notice 2018 - airbus se key facts 2017 2016 €66.6 b n +0.2 %...

Agenda p. 021

Message2Letter from Denis Ranque,Chairman of the Board of Directors p. 03

3 Key facts 2017 p. 04-05

Participating4Ways of participating in the Meeting p. 06-07

5 ResolutionsText and Presentation of the Resolutions proposed by the Board of Directors p. 08-14

6 InformationUseful Information p. 15

NoticeInformation

ANNUAL GENERAL MEETING

2018Wednesday 11 April1:30 pm Hotel Okura Amsterdam

Ferdinand Bolstraat 333

1072 LH Amsterdam

The Netherlands

02 Information Notice 2018 - AIRBUS SE

Agenda

1 Opening and general introductory statements

2018

Presentation by the Chairman and the Chief Executive Offi cer, including report by the Board of Directors in respect of the:

1. Corporate governance statement

2. Report on the business and fi nancial results of 2017

3. Application of the remuneration policy in 2017

4. Policy on dividend

2

Discussion of all Agenda items3

Vote on the resolutions in respect of the:

1. Adoption of the audited accounts for the fi nancial year 2017

2. Approval of the result allocation and distribution

3. Release from liability of the Non-Executive Members of the Board of Directors

4. Release from liability of the Executive Member of the Board of Directors

5. Renewal of the appointment of Ernst & Young Accountants LLP as auditor for the fi nancial year 2018

6. Renewal of the appointment of Ms. María Amparo Moraleda Martínez as a Non-Executive Member of the Board of Directors for a term of three years

7. Appointment of Mr. Victor Chu as a Non-Executive Member of the Board of Directors for a term of three years in replacement of Sir John Parker whose mandate expires

8. Appointment of Mr. Jean-Pierre Clamadieu as a Non-Executive Member of the Board of Directors for a term of three years in replacement of Mr. Jean-Claude Trichet whose mandate expires

9. Appointment of Mr. René Obermann as a Non-Executive Member of the Board of Directors for a term of three years in replacement of Mr. Hans-Peter Keitel whose mandate expires

10. Delegation to the Board of Directors of powers to issue shares, to grant rights to subscribe for shares and to limit or exclude preferential subscription rights of existing shareholders for the purpose of Employee Share Ownership Plans and share-related Long-Term Incentive Plans

11. Delegation to the Board of Directors of powers to issue shares, to grant rights to subscribe for shares and to limit or exclude preferential subscription rights of existing shareholders for the purpose of funding the Company and its Group companies

12. Renewal of the authorisation for the Board of Directors to repurchase up to 10% of the Company’s issued share capital

13. Cancellation of shares repurchased by the Company

4

Closing of the Meeting5

03 INFORMATION NOTICE 2018

Chairman’s message

ear Shareholders,

I am pleased to invite you on behalf of Airbus and the

Board of Directors to participate in this year’s Annual

General Meeting (AGM). As a shareholder, you are

eligible to vote on each of the resolutions explained in

detail in this document. I encourage you to do so. Your vote counts

and your opinion is also important to us.

2017 was a good year for Airbus as shown by the record commercial

aircraft deliveries, the new orders and by the strong overall fi nancial

performance.

It was a year of preparing your Company for the future. One of our

priorities was to further improve our compliance system by learning

from the problems of the past and instilling the right culture for

the years to come. To this end, we appointed an Independent

Compliance Review Panel and established an Ethics & Compliance

Committee, composed of Independent Directors and chaired by me.

Turning to Airbus’ transformation, this was a signifi cant year. In July,

the merger of Airbus’ former group structure with the commercial

aircraft activities took effect, thereby establishing a more streamlined

organisation.

In parallel, we launched a comprehensive and orderly management

succession plan and have already appointed a new generation of

leaders to take the Company forward into the 2020s and beyond.

Furthermore, our CEO Tom Enders has announced that he will not

seek another term when his mandate expires in April 2019. This

gives the Board ample time to ensure the proper succession to Tom.

We continued to build on our Responsibility and Sustainability (R&S)

governance and coordination. We introduced a charter setting out

our R&S commitments, as well as our initiatives supporting the

United Nations Sustainable Development Goals.

In terms of governance, the principle of ‘staggered’ Board terms

means that we replace or reappoint one third of the Directors

every year. I would like to thank Sir John Parker, who will leave

following the 2018 AGM after 11 years as a steady helmsman on

the Board, latterly as Chairman of the Remuneration, Nomination

and Governance Committee. His insight and industrial expertise

have proven invaluable over the past decade. I also thank Jean-

Claude Trichet, who leaves after six years of dedicated service

helping to steer the Company through its various challenges.

Hans Peter Keitel, who leaves after fi ve years, provided many

valuable contributions to the Board. They are due to be replaced

by Victor Chu, Jean-Pierre Clamadieu and René Obermann, who

will bring valuable diversity of experience and backgrounds to

the Board.

The Board proposed a 2017 dividend of € 1.50 per share, which

represents an 11% increase compared to 2016. The payout ratio is

at the upper end of our policy, refl ecting the strength of the year’s

achievements, our confi dence in the company’s future and our

commitment toward sustained dividend growth.

In summary, your Board had an exceptionally active year as we

prepared Airbus for the future.

Yours sincerely

Denis RANQUEChairman of the Board

D


Key facts 2017

2016 €66.6 b n +0.2 %

REVENUES

66.8 b n €

2016 €2.26 b n +52 %

EBIT (reported)

3 .42 b n €

2016 €1.0 b n +189 %

NET INCOME (2 )

2.9 b n €

2016 €1.29 +188 %

EARNINGS PER SHARE

3.71 €

DIVIDEND POLICYIn € | Gross dividend/ share

In December 2013,

the Group formalised a

dividend policy demonstrating

a strong commitment to

shareholders’ returns.

The policy targets sustainable

growth in the dividend within

a payout ratio of 30%-40%.

2016 €134.5 b n + 17 %

ORDER INTAKE (1)

157.7 b n€

2016 €1,060 b n -6 %

ORDER BOOK (1)

996.8 b n €

ORDER BOOK 2017 BY REGION(1) (By value )

Europe22 %

Asia Pacifi c29 %

North America20 %

Middle East12 %

Other Countries10 %

Latin America 7 %

SHAREHOLDING

STRUCTUREas of 31 December 2017

GZBV (German State)

SEPI (Spanish State)

SOGEPA (French State)

Free Float**

74 %

4% 11%

11 %

(1) Contributions from commercial aircraft activities to Order Intake and Order Book based on list prices.

(2 ) Airbus continues to use the term Net Income. It is identical to Profi t for the period attributable to

equity owners of the parent as defi ned by IFRS Rules.

(3) To be proposed to the AGM 2018 .

** Includes treasury shares without economic or voting rights (0.02%).

1. 3 0

FY 2015

40 %

1.35

FY 2016

105 %

1.50

FY 2017

40 %

Payout ratio

Dividend per Share(3 )€1.50


Key facts 2017

AIRBUS BOARD OF DIRECTORS EMPLOYEES

2017 92 % 0 %

INDEPENDENCE 2018(1 )

92 %

(1) Subject to the AGM 2018 approval

2016 97 % -6 %

ATTENDANCE 2017(2 )

91 %

(2 ) To Board of Directors meetings.

GENDER DIVERSITY

DIVERSIFIED BOARD SKILLS

2014

8%

2015

17%

2016

25%

2017

25%

2016 133,782 -3 %

NUMBER OF EMPLOYEES

129,442

2016 141 -6 %

NATIONALITIES

132

Within the Company, each Member of the Board of Directors

must have the required mix of qualifi cations, skills and industrial

knowledge necessary to assist the Company in formulating and

achieving its overall strategy. Members of the Board of Directors

have the following skills and expertise that are required to fulfil

their respective duties within the Board of Directors and as Member

of one of the Board of Directors’ committees:

Engineering & Technology

Manufacturing & Production

Aerospace Industry

Finance & Audit

Information & Data Management

Defence Industry

Global Business

Geopolitical Economics

Asia

Airbus has adopted the United Nations

Sustainable Development Goals (SDGs)

as a framework for its R&S initiatives.

Its businesses contribute to at least eight

of the goals:

RESPONSIBILITY &

SUSTAINABILITY AT AIRBUS

SDG 4: Quality education

SDG 5: Gender equality

SDG 8: Decent work and economic growth

SDG 9: Industry, innovation and infrastructure

SDG 12: Responsible

consumption and production

SDG 13: Climate action

SDG 16: Peace, justice

and strong institutions

SDG 17: Partnerships for the goals


Ways of participating

1. To attend and to vote at the Annual General Meeting

If you wish to attend and to vote at the Meeting, you must shade

box 1 on the Form in order to receive an attendance card from

Airbus Securities Department.

In this case, you will be admitted to the Meeting only upon

presentation of this attendance card and a valid proof of identity.

2. To provide voting instructions to Euroclear France S.A.

In order to provide voting instructions to Euroclear France S.A., in

the name of which your shares are registered in the shareholders’

register of the Company, you must shade and fi ll out box 2 on

the Form.

For each resolution, you can express your choice as follows:

● if you wish to vote FOR, shade the box FOR;

● if you wish to vote AGAINST, shade the box AGAINST;

● if you wish to vote ABSTAIN, shade the box ABSTAIN.

For amendment and new resolution, if any, presented during this

Meeting, you can express your choice as follows:

● if you wish to appoint the Chairman to vote on your behalf, shade the box “I appoint the Chairman to vote on my behalf”;

● if you wish to vote ABSTAIN, shade the box “I vote abstain”;

● if you wish to appoint a specified person to vote on your behalf, shade the box “I appoint Mr. or Ms., Corporate

name ……………… to vote on my behalf”.

You must precise the name and address of the specifi ed

person. Only this specifi ed person will be admitted to the

meeting and only upon presentation of an attendance card

and a valid proof of identity.

3. To grant a power of attorney to the ChairmanIf you wish to grant to the Chairman a power of attorney to vote

on each resolution, and amendments or new resolutions, if any,

presented during this Meeting, you must shade box 3 on the

Form.

4. To grant a power of attorney to a specified personIf you wish to grant a power of attorney to a specifi ed person to

vote on each resolution, and on amendments or new resolutions,

if any, presented during this Meeting, you must shade box 4 on

the Form.

In this case, only this specifi ed person will be admitted to the

Meeting and only upon presentation of an attendance card and

a valid proof of identity.

Whichever your choice is,

whether 1 , 2 , 3 , or 4 , just shade and fill out the

appropriate items on the Form as indicated above. Then

date and sign before returning it, as applicable, to your

fi nancial intermediary or to Airbus Securities Department.

Your Form must be received:

● if you hold bearer shares: no later than Thursday 29 March 2018 by your fi nancial intermediary which

has to transmit it by the latest Friday 30 March 2018

to Airbus Securities Department;

● if you hold registered shares: no later than Friday 30 March 2018 by Airbus Securities Department.

Any Form received beyond the relevant date will be

disregarded.

According to current Dutch law, your fi nancial intermediary or Airbus Securities Department will attest on your behalf your status as a holder of Airbus shares as of Wednesday 14 March 2018 (Registration Date) at close of markets, to qualify for participation in the Annual General Meeting. The shares will not be blocked from the Registration Date until the Meeting.Any shareholder holding at least 1 Airbus share can participate in the meeting by using a voting form/attendance card request in paper form or by Internet. If you have not received the information but you would like to vote, please do contact your fi nancial intermediary to obtain the details. You may need or send an Email to: [email protected].

You can choose one of the four following options:

1 To attend and to vote at the Annual General Meeting 2 To provide voting instructions to Euroclear France S.A.

3 To grant a power of attorney to the Chairman

4 To grant a power of attorney to a specified person

You can express your choice:

A by using the voting form/attendance card request

(the “Form ”) attached in printed version

B or by Internet

HOW TO PARTICIPATE?

A In paper Form

HOW TO QUALIFY FOR PARTICIPATION IN THE MEETING?


in the Meeting

I hold pure registered shares

You will have access to VOTACCESS platform via the Planetshares

website https://planetshares.bnpparibas.com using your usual

login ID.

On the landing page, click on “Take part in the General Meeting”

to have access to the secured website VOTACCESS and follow

the instructions on screen to express your choice.

If you forgot your login and/or your password, the login procedure

will be identical to that provided for “I hold administrated registered

shares” presented below.

I hold administrated registered shares

● If you choose to receive by post the information from Airbus Securities Department: you will fi nd your login on the paper

Form in the box at the top right. With this login, you can connect

to the platform VOTACCESS via the website Planetshares https://planetshares.bnpparibas.com

● If you choose to receive by email the information from Airbus Securities Department: you will fi nd your login on

the “e-information” sent by Airbus Securities Department on

Wednesday 28 February 2018. With this login, you can connect

to the platform VOTACCESS via the website Planetshares

https://planetshares.bnpparibas.com

On the landing page, click on “Participate in the Shareholders’

Meeting” to have access to the secured website VOTACCESS

and follow the instructions on screen to express your choice.

I hold bearer shares

You may contact your fi nancial intermediary in order to confi rm

whether this institution is connected to VOTACCESS platform,

and, as the case may be, whether this access is subject to any

specifi c terms of use.

● If your fi nancial intermediary is connected to VOTACCESS

platform, you will identify yourself via your institution website

using your usual login ID. You will then follow the on-screen

instructions in order to access to VOTACCESS platform.

● If your fi nancial intermediary is not connected to VOTACCESS

platform, this institution should complete, on your behalf, a

Shareholding Declaration* and send it, as well as your e-mail

address, to Airbus Securities Department. As soon as the

document is received and provided that it corresponds to

the requirements, you will receive by email your login and

password from Airbus Securities Department. With this login

and password you will be able to connect to the VOTACCESS

platform following the on-screen instructions.

If the Shareholding Declaration* is completed before

Wednesday 14 March 2018 (Registration Date) , your

fi nancial intermediary must further confi rm your status as a

holder of Airbus shares on this date.

The validity of the Shareholding Declaration* relies solely

on your fi nancial intermediary, which shall be the entity

exclusively responsible for the management of this operation

in due time and in accordance with your request.

* The Shareholding Declaration should be produced by a fi nancial intermediary affi liated to Euroclear France S.A. and includes the fi rst name, surname, mailing address and email address of the shareholder as well as the number of shares held on Wednesday 14 March 2018 (Registration Date) at close of markets, on a headed paper of the fi nancial intermediary. A special form is available on our website www.airbus .com (Investors > General Meetings).

You will be offered the same four options as proposed in the paper Form if you choose to express your choice via the VOTACCESS

secured website, available until Friday 30 March 2018.

The Internet procedure depends on the type of account in which you hold your Airbus shares (pure registered, administrated registered

or bearer shares) as of Wednesday 14 March 2018 (Registration Date) at close of markets:

B By Internet

For any questions related to the Internet voting, please contact +33 1 57 43 35 00 or send your query using a contact

Form available on the website https://planetshares.bnpparibas.com

Ways of participating in the Meeting


First resolutionADOPTION OF THE AUDITED ACCOUNTS FOR THE FINANCIAL YEAR 2017

RESOLVED THAT the audited accounts for the accounting

period from 1 January 2017 to 31 December 2017, as

submitted to the Annual General Meeting by the Board of

Directors, be and hereby are adopted.

Presentation of the fi rst resolution

We recommend that this Annual General Meeting (“AGM”)

approves the audited accounts for 2017.

For more information on 2017 fi nancial performances, see

Section 5.1 of the report of the Board of Directors and the

audited Financial Statements 2017.

2Second resolutionAPPROVAL OF THE RESULT ALLOCATION AND DISTRIBUTION

RESOLVED THAT the net profi t of € 483 million , as shown in

the income statement included in the audited accounts for

the fi nancial year 2017, shall be added to retained earnings

and that a payment of a gross amount of € 1.50 per share

shall be made to the shareholders out of retained earnings.

Presentation of the second resolution

We recommend that this AGM resolves that the net profi t of

€ 483 million , as shown in the income statement included in

the audited accounts for the fi nancial year 2017, shall be added

to retained earnings and that a payment of a gross amount

of € 1.50 per share shall be made to the shareholders out of

retained earnings.

Pursuant to a decision by the Board of Directors, such

dividend payment shall be made on Wednesday 18 April 2018.

As from Monday 16 April 2018, the Company’s shares will

be traded ex-dividend on the Frankfurt, Paris and Spanish

Stock Exchanges. The dividend payment will be made on

Wednesday 18 April 2018 to holders of the Company’s

shares on Tuesday 17 April 2018 (record date).

For more information on dividend policy, see “— Section 3.4

Dividend policy” of the report of the Board of Directors.

Text and Presentation proposed by the Board of Directors

1Third resolutionRELEASE FROM LIABILITY OF THE NON-EXECUTIVE MEMBERS OF THE BOARD OF DIRECTORS

RESOLVED THAT the Non-Executive Members of the

Board of Directors be and hereby are granted a release

from liability for the performance of their duties during

and with respect to the fi nancial year 2017, to the extent

that their activity has been refl ected in the audited annual

accounts for the fi nancial year 2017 or in the report of the

Board of Directors or was otherwise properly disclosed to

the General Meeting.

4Fourth resolutionRELEASE FROM LIABILITY OF THE EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS

RESOLVED THAT the Executive Member of the Board of

Directors be and hereby is granted a release from liability

for the performance of his duties during and with respect

to the fi nancial year 2017, to the extent that his activity

has been refl ected in the audited annual accounts for the

fi nancial year 2017 or in the report of the Board of Directors

or was otherwise properly disclosed to the General Meeting.

Presentation of the third and fourth resolutions

We recommend that this AGM releases the current Members

of the Board of Directors from liability for the performance of

their duties during and with respect to the fi nancial year 2017,

to the extent that their activity has been refl ected in the audited

annual accounts for the fi nancial year 2017 or in the report of

the Board of Directors or was otherwise properly disclosed

to the General Meeting.

3


of the Resolutions

5Fifth resolutionRENEWAL OF THE APPOINTMENT OF ERNST & YOUNG ACCOUNTANTS LLP AS AUDITOR FOR THE FINANCIAL YEAR 2018

RESOLVED THAT the Company’s auditor for the accounting

period being the fi nancial year 2018 shall be Ernst & Young

Accountants LLP at Amsterdam, The Netherlands, whose

registered offi ce is at Boompjes 258, 3011 XZ Rotterdam

in the Netherlands

Presentation of the fi fth resolution

We recommend that the Company’s auditor for the fi nancial

year 2018 should be Ernst & Young Accountants LLP at

Amsterdam, The Netherlands, whose registered offi ce is

at Boompjes 258, 3011 XZ Rotterdam in the Netherlands,

based on its qualifi cations, performance and independence as

concluded by the Board of Directors and the Audit Committee.

6Sixth resolutionRENEWAL OF THE APPOINTMENT OF MS. MARÍA AMPARO MORALEDA MARTÍNEZ AS NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS

RESOLVED THAT Ms. María Amparo Moraleda Martínez

be renewed as Non-Executive Member of the Board of

Directors for a term of three years, ending at the close

of the Annual General Meeting which shall be held in the

year 2021.

7Seventh resolutionAPPOINTMENT OF MR. VICTOR CHU AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS IN REPLACEMENT OF SIR JOHN PARKER WHOSE MANDATE EXPIRES

RESOLVED THAT Mr. Victor Chu be appointed as a

Non-Executive Member of the Board of Directors for a

term of three years, ending at the close of the Annual

General Meeting which shall be held in the year 2021,

in replacement of Sir John Parker whose mandate expires

as of the close of this Annual General Meeting.

8Eighth resolutionAPPOINTMENT OF MR. JEAN-PIERRE CLAMADIEU AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS IN REPLACEMENT OF MR. JEAN-CLAUDE TRICHET WHOSE MANDATE EXPIRES

RESOLVED THAT Mr. Jean-Pierre Clamadieu be appointed

as a Non-Executive Member of the Board of Directors for

a term of three years, ending at the close of the Annual

General Meeting which shall be held in the year 2021,

in replacement of Mr. Jean-Claude Trichet whose mandate

expires as of the close of this Annual General Meeting.

9Ninth resolutionAPPOINTMENT OF MR. RENÉ OBERMANN AS A NON-EXECUTIVE MEMBER OF THE BOARD OF DIRECTORS FOR A TERM OF THREE YEARS IN REPLACEMENT OF MR. HANS-PETER KEITEL WHOSE MANDATE EXPIRES

RESOLVED THAT Mr. René Obermann be appointed as a

Non-Executive Member of the Board of Directors for a term

of three years, ending at the close of the Annual General

Meeting which shall be held in the year 2021, in replacement

of Mr. Hans-Peter Keitel whose mandate expires as of

the close of this Annual General Meeting.

Presentation of the sixth to ninth resolutions

As announced in the previous years, Board mandates are to

be renewed every year by blocks of four, for a term of three

years in order to ensure a smooth transition of the Board

composition now and in the future and to be in line with

best practices. This is to avoid large block replacements of

Directors at one single AGM, with the corresponding loss of

experience and integration challenges.

Therefore, we recommend that this AGM renews, as an

independent Non-Executive Member of the Board of

Directors, Ms. María Amparo Moraleda Martínez for a term

of three years, ending at the close of the AGM which shall

be held in the year 2021. Ms. Moraleda served amongst

others as a General Manager of IBM Spain and Portugal from

2001 to 2009 and was a COO of Iberdrola SA’s International

Division with responsibility for the United Kingdom and

the United States between 2009 and 2012. With her sound

technical background, her HR directorship experience and

her membership in various international boards and trusts

Text and Presentation of the Resolutions


of different institutions and bodies, including the Academy

of Social Sciences and the Environment of Andalusia,

Ms. Moraleda has strengthened our innovation and data

management focus. As a former member of the Audit

Committee and as currently active member of the RNGC

and the Ethics & Compliance Committee, Ms. Moraleda is a

valuable and proven pillar in the Board’s performance.

We further recommend that this AGM appoints Mr. Victor Chu

as an independent Non-Executive Member of the Board of

Directors for a term of three years, ending at the close of the

AGM which shall be held in the year 2021, in replacement of

Sir John Parker whose mandate expires as of the close of

this AGM.

Mr. Chu will bring the right knowledge and great strategic

vision to Airbus regarding China and more broadly across

Asia, where Mr. Chu’s expertise, amongst others in the fi eld

of private equity and venture capital investments, is highly

respected and acknowledged. As Mr. Chu is also very

active in various international institutions such as the World

Economic Forum he can help to build the bridges between

Western and Eastern world a global company like Airbus

needs. The Company considers that with his experience

and knowledge outlined in the chart next page, including a

great understanding of the aeronautic industry, Mr. Chu has

the right competencies and expertise to fulfi l this position in

line with the expectations of the Board of Directors and the

evolution of the business of the Company.

In addition, we recommend that this AGM appoints

Mr. Jean-Pierre Clamadieu as an independent Non-Executive

Member of the Board of Directors for a term of three years,

ending at the close of the AGM which shall be held in the

year 2021, in replacement of Mr. Jean-Claude Trichet whose

mandate expires as of the close of this AGM.

Mr. Clamadieu serves since 2011 as a CEO of Solvay into

which he successfully integrated the French company Rhodia.

He also serves as a Member of Board of Directors at Axa. It is

envisaged that Mr. Clamadieu will join Engie, a French energy

company, as a Non-Executive Chairman of the Board upon

approval of Engie’s shareholders in May 2018. Mr. Clamadieu

has demonstrated the right competencies and expertise to

be able to fulfi ll his position within Airbus in line with the

expectations of the Airbus Board of Directors, based on his

technical background, his strong experience in successfully

leading international management teams, including board

experience with Rhodia and Solvay groups. Mr. Clamadieu’s

proven ability to transform business into a leader of its industry

is benefi cial for Airbus, as well as his great experience in

conducting M&A deals and communicating with fi nancial

markets where he enjoys a strong image.

In the event Mr. Clamadieu is considered by stakeholders

(including proxy advisors and certain investors) to be ‘over-

boarded’, which means that, in their opinion, he serves on

too many boards of directors of public companies, Airbus

believes that the ‘over-boarding’ of Mr. Clamadieu is of a

temporary nature. Mr. Clamadieu would remain Solvay’s CEO,

but the company published an offi cial statement confi rming

that it would accelerate the succession plan for its CEO with

a view to conclude a leadership transition by the end of 2018.

The purpose of rules against ‘over-boarding’ is to ensure that

Directors have suffi cient time and energy to devote to their

role as a Director. Airbus considers that Mr. Clamadieu has

shown great commitment during his previous and current

mandates and that having additional mandates during a

transition period with Solvay and Engie would not prevent

Mr. Clamadieu from fulfi lling his duties within the Airbus Board

of Directors. At the end of this transition period Mr Clamadieu

will hold only non-executive positions. In addition, the number

of mandates he would hold would be compliant with Dutch

law (including the Dutch Corporate Governance Code).

We further recommend that this AGM appoints Mr. René

Obermann as an independent Non-Executive Member of

the Board of Directors for a term of three years, ending at

the close of the AGM which shall be held in the year 2021,

in replacement of Mr. Hans-Peter Keitel whose mandate

expires as of the close of this AGM.

Mr. Obermann serves since 2015 as a Managing Director

of Warburg Pincus, a private equity house. He also serves

as a Member of Board of Directors at Telenor ASA . With

his entrepreneurial background, his strong experience in

the leading Management teams, including Top Executive

experience with Deutsche Telecom, Ziggo and Warburg

Pincus, Mr. Obermann has the right competencies, mind-

set and personal skills to fulfi l this position in line with the

Board’s expectations. Mr. Obermann is a member of various

Supervisory Boards, including Allianz Deutschland AG and

ThyssenKrupp AG , which will bring Airbus the right expertise

for its technology focus.

The competencies of each one of our Board Members

together with the excellent attendance rate at the Board

and the Committees meetings show a great involvement

and dedication of our Directors’ to the Group’s activities.

The Board of Directors is therefore convinced that all

Members being proposed for (re-)appointment will

demonstrate commitment to their roles and perform their

duties diligently and effectively. They are each chosen for

their broad and relevant experience and international outlook

as outlined in the charts next pages.

In case of any potential or perceived confl ict of interest of

any Director, the Company has adequate policies that invite

each Director to recuse him or herself from participating in

any such confl icted matter, so that issue would be dealt with

respecting the internal functioning of the Board of Directors.

Please refer to the Board of Directors’ Internal Rules (Annex D

– Article 8. Confl icts of interest) available on the Company’s

www.airbus.com (Company > Organisation > Board of

Directors) and the related Dutch Corporate Governance Code

(Principle 2.7 Preventing confl icts of interest) to which the

Company complies.

With the re-appointment of Ms. Moraleda, the Company

maintains the current proportion of 25% of female directors

at the Board and will strive to improve the increase of this

percentage in the future. In addition, with the appointment of

Mr. Chu as a new Board Member, the Company increases the

current international diversity profi le of the Board, as Mr. Chu

will be the only Member of the Board with Asian profi le .

Further information on the above-mentioned candidates is

published on the Company’s website at

www.airbus.com

(Company > Corporate Governance > Board of Directors)



53 years oldDirector since 2015, re-election in 2018Independent

59 years oldNew Director in 2018Independent



Amparo MORALEDA

Current Public Company Board: ● Member of the BoD of Airbus SE

● Member of the Board of Directors of Solvay SA, CaixaBank SA and Vodafone PLC

Profi le:Ms. Moraleda served amongst others as a CEO of IBM Spain and Portugal from 2001 to 2009 and was a COO of Iberdrola SA’s International Division with responsibility for the United Kingdom and the United States between 2009 and 2012. As a former member of the Audit Committee of Airbus SE and as the currenty active member of the RNGC and the Ethics & Compliance Committee, Ms. Moraleda is a valuable and proven pillar in the Board’s performance.

RE-APPOINTMENT

Victor CHU

Current Public Company Board: ● Member of the Board of Directors of China Me rchants China Direct and Grand Harbour Marina PLC

Profi le:Mr. Victor Chu is a lawyer by background. After practising for a number of years with Herbert Smith in London and Hong Kong, he founded Victor Chu & Co. in late 1985 which is now one of the leading law fi rms in Hong Kong. In 1988 he created the First Eastern Investment Group, which specializes in private equity investments, venture capital investments and investments in the expansion stage of business development. Victor Chu was part of the fi rst wave of specialists in the Chinese market. Victor Chu is also very active with several international institutions such as The World Economic Forum and The Royal Institute of International Affairs. He has also been a generous philanthropist in the fi eld of environmental protection (Global Ocean Commission, WWF) and education.

APPOINTMENT

Jean-Pierre CLAMADIEU

Current Public Company Board: ● CEO and Member of the Board of Solvay SA

● Member of the Board of Axa

Profi le:Mr. Clamadieu serves as a CEO of Solvay SA, a global leader in chemicals, since 2011. Between 1993 - 2011 he held various executive positions within Rhodia group, the group that has successfully merged with Solvay. Given his educational background as an engineer and his great experience in the leading international management teams, Mr. Clamadieu gained a comprehensive expertise in technological innovation, conducting M&A deals and communicating with fi nancial markets.

APPOINTMENT

René OBERMANN

Current Public Company Board: ● Member of the Supervisory Board of ThyssenK rupp AG

● Member of the Board of Telenor ASA

Profi le:Mr. Obermann is a Managing Director at Warburg Pincus LLC, London. Prior to joining Warburg Pincus, he was CEO of Ziggo BV in The Netherlands until the merger with LibertyGlobal’s UPC. Prior to Ziggo, Mr. Obermann worked at Deutsche Telekom Group from 1998 until 2013, where he served as a CEO between 2006 - 2013. Mr. Obermann began his career by starting a company in the telecom’s sector prior to joining Deutsche Telekom. He currently serves as a Supervisory Board member of Telenor ASA, Allianz Deutschland, and ThyssenKrupp AG. He is also Non-Executive Chairman of the Board at 1&1 Internet SE and Strato AG and Non-Executive Director of inexio KGaA. H e is also a member of the Editorial Board of DIE ZEIT.

APPOINTMENT

BoD: Board of Directors

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Aerospace Industry

Finance & Audit


Defence Industry


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Information on Board Members proposed for (re-) appointment at AGM 2018


Airbus SE Board of Directors subject to AGM 2018 approval

Name Age SinceT erm expires Director expertise Status

Primary occupation & Other mandates

Attendance to the Board meetings 2017**

Denis RANQUE 66

2013, last re-election in 2017 2020 Independent

Chairman of the Board of Directors of Airbus SE 9/9

Thomas ENDERS 59

2012, last re-election in 2016 2019 Executive

Chief Executive Offi cer of Airbus SE 9/9

VictorCHU 60

New in 2018 2021 Independent

Chairman and CEO of First Eastern Investment Group

Not applicable

Jean-Pierre CLAMADIEU 59


CEO and Member of the Board of Directors of Solvay SA

Not applicable

Ralph D. CROSBY, Jr. 70


Member of the Board of Directors of American Electric Power Corp. 9/9

Lord DRAYSON(Paul) 57 2017 2020 Independent

Chairman and CEO of Drayson Technologies Ltd

7/7(from AGM 2017)

Catherine GUILLOUARD 53 2016 2019 Independent

Chief Executive Offi cer of RATP 8/9

Hermann-Josef LAMBERTI 62


Former Member of the Management Board of Deutsche Bank AG 8/9

Amparo MORALEDA* 53

2015, to be re-elected in 2018 2021 Independent

Member of the Board of Directors of Solvay SA, CaixaBank SA and Vodafone PLC 9/9

Claudia NEMAT 49 2016 2019 Independent

Member of the Board of Management of Deutsche Telekom AG 8/9

René OBERMANN 54


Managing Director of Warburg Pincus and Member of the Board of Directors of Telenor ASA

Not applicable

Carlos TAVARES 59 2016 2019 Independent

Chairman of the Managing Board of Peugeot SA 7/9

Status as of 2018 AGM. Chairman

* To be re-elected in 2018. ** 9 Board meetings – 91% average attendance rate.

The professional address of all Members of the Board of Directors for any matter relating to Airbus SE is Mendelweg 30, 2333 CS Leiden, The Netherlands.

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Aerospace Industry

Finance & Audit


Defence Industry


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10Tenth resolutionDELEGATION TO THE BOARD OF DIRECTORS OF POWERS TO ISSUE SHARES, TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS OF EXISTING SHAREHOLDERS FOR THE PURPOSE OF EMPLOYEE SHARE OWNERSHIP PLANS AND SHARE-RELATED LONG-TERM INCENTIVE PLANS

RESOLVED THAT in accordance with the Company’s

Articles of Association, the Board of Directors be and

hereby is designated, subject to revocation by the General

Meeting, to have powers to issue shares and to grant

rights to subscribe for shares in the Company’s share

capital for the purpose of Employee Share Ownership

Plans and share-related Long-Term Incentive Plans (such

as performance share plans), provided that such powers

shall be limited to an aggregate of 0.14% of the Company’s

authorised share capital from time to time and to limit or

exclude preferential subscription rights, in both cases for

a period expiring at the Annual General Meeting to be

held in 2019. Such powers include the granting of rights

to subscribe for shares which can be exercised at such

time as may be specifi ed in or pursuant to such plans and

the issue of shares to be paid up from freely distributable

reserves. However, such powers shall not extend to issuing

shares or granting rights to subscribe for shares (i) if there

is no preferential subscription right (by virtue of Dutch law,

or because it has been excluded by means of a resolution

of the competent corporate body) and (ii) for an aggregate

issue price in excess of € 500 million per share issuance.

Presentation of the tenth resolution

We recommend that this AGM delegates to the Board of

Directors the authorisation to issue shares and to grant rights

to subscribe for shares of the Company up to an aggregate

of 0.14% of the authorised share capital, i.e. 4 million shares

equivalent to 0.51% of the Company’s issued share capital

as at the date of convening the AGM, and to limit or exclude

preferential subscription rights, for a period expiring at

the AGM to be held in 2019, including for the purpose of

Employee Share Ownership Plans (“ESOP”) and share-related

Long-Term Incentive Plans (such as performance share plans

“LTIP”), since the previous authorisation expires at the end of

this AGM. The Company anticipates implementing a LTIP in

2018 and an ESOP in 2019, which would have to be approved

by the Board of Directors.

11Eleventh resolutionDELEGATION TO THE BOARD OF DIRECTORS OF POWERS TO ISSUE SHARES, TO GRANT RIGHTS TO SUBSCRIBE FOR SHARES AND TO LIMIT OR EXCLUDE PREFERENTIAL SUBSCRIPTION RIGHTS OF EXISTING SHAREHOLDERS FOR THE PURPOSE OF FUNDING THE COMPANY AND ITS GROUP COMPANIES

RESOLVED THAT in accordance with the Company’s

Articles of Association, the Board of Directors be and

hereby is designated, subject to revocation by the General

Meeting, to have powers to issue shares and to grant rights

to subscribe for shares in the Company’s share capital

for the purpose of funding the Company and its Group

companies, provided that such powers shall be limited to

an aggregate of 0.3% of the Company’s authorised share

capital from time to time and to limit or exclude preferential

subscription rights, in both cases for a period expiring at

the Annual General Meeting to be held in 2019.

Such powers include the issue of fi nancial instruments,

including but not limited to convertible bonds, which

instruments may grant the holders thereof rights to acquire

shares in the capital of the Company, exercisable at such

time as may be determined by the fi nancial instrument, and

the issue of shares to be paid up from freely distributable

reserves. However, such powers shall not extend to issuing

shares or granting rights to subscribe for shares (i) if there

is no preferential subscription right (by virtue of Dutch law,

or because it has been excluded by means of a resolution

of the competent corporate body) and (ii) for an aggregate

issue price in excess of € 500 million per share issuance.

Presentation of the eleventh resolution

In addition to the authorisation provided for in the

abovementioned tenth resolution, we recommend that

this AGM delegates the authorisation to the Board of Directors

to issue shares and to grant rights to subscribe for shares of

the Company up to an aggregate of 0.3% of the authorised

share capital, i.e. 9 million shares equivalent to 1.15% of the

Company’s issued share capital as at the date of convening

the AGM for the purpose of funding the Company and its

Group companies, and to limit or exclude preferential

subscription rights, for a period expiring at the AGM to be

held in 2019. This is in order to benefi t from possible fi nancial

market opportunities and to provide fl exibility to issue fi nancial

instruments, including but not limited to convertible bonds,

which instruments may grant the holders thereof rights to

acquire shares in the capital of the Company. This may involve

one or more issues, each within the € 500 million threshold

per share issuance.



12Twelfth resolutionRENEWAL OF THE AUTHORISATION FOR THE BOARD OF DIRECTORS TO REPURCHASE UP TO 10% OF THE COMPANY’S ISSUED SHARE CAPITAL

RESOLVED THAT the Board of Directors be and hereby is

authorised, for a new period of 18 months from the date of

this Annual General Meeting, to repurchase shares of the

Company, by any means, including derivative products, on

any stock exchange or otherwise, as long as, upon such

repurchase, the Company will not hold more than 10% of

the Company’s issued share capital, and at a price per

share not less than the nominal value and not more than

the higher of the price of the last independent trade and the

highest current independent bid on the trading venues of

the regulated market of the country in which the purchase

is carried out. This authorisation supersedes and replaces

the authorisation given by the Annual General Meeting of

12 April 2017 in its thirteenth resolution.

Presentation of the twelfth resolution

We recommend that this AGM approves the renewal of the

authorisation to the Board of Directors to repurchase up

to 10% of the Company’s issued share capital, for a new

18-month period by any means, including derivative products,

on any stock exchange or otherwise. This authorisation will

supersede and replace the authorisation pursuant to the

thirteenth resolution granted by the AGM on 12 April 2017.

The share repurchase programmes to be implemented by the

Company, if any, will be determined on a case-by-case basis

by the Board of Directors.

It is important to note that the Board of Directors will only

decide whether or not to proceed with any share buyback and

determine its timetable, amount, method and pricing based

on the market conditions at such time, and on other capital

allocation considerations. The Board of Directors would be

free to decide if and how the acquisition of shares takes place,

within the framework of applicable law, and shall ensure that

general principles of equal treatment of shareholders shall

be complied with. The Board of Directors will also decide

whether the shares acquired shall be cancelled or used for

any other purpose.

For further information on the Company’ share buyback

programmes including their purposes, characteristics

and status, please refer to the Company’s website at

www. airbus. com (Investors > Share Information).

13 Thirteenth resolutionCANCELLATION OF SHARES REPURCHASED BY THE COMPANY

RESOLVED THAT any or all of the shares held or repurchased

by the Company be cancelled (whether or not in tranches)

and both the Board of Directors and the Chief Executive

Offi cer be and hereby are authorised, with powers of

substitution, to implement this resolution (including the

authorisation to establish the exact number of the relevant

shares to be cancelled) in accordance with Dutch law.

Presentation of the thirteenth resolution

We recommend that this AGM approves the cancellation

(whether or not in tranches) of any or all the shares held

or repurchased by the Company and that both the Board

of Directors and the Chief Executive Offi cer be authorised

with powers of substitution, to implement the cancellation

(including the authorisation to establish the exact number

of the relevant shares thus repurchased to be cancelled) in

accordance with Dutch law.


Useful Information

HOW TO ATTEND THE MEETING

ANNUAL GENERAL MEETING 2018 DOCUMENTATION

● in The Netherlands, Mendelweg 30, 2333 CS, Leiden;

● in France, 2 rond-point Dewoitine, 31700 Blagnac ;

or at:

● Airbus Securities Department.

Airbus Securities Department

BNP PARIBAS Securities Services

CTS Assemblées - 9, rue du Débarcadère

93761 Pantin Cedex, France

Tel.: +33 1 57 43 35 00 - Fax: +33 1 55 77 95 01

Annual General Meeting 2018

The Annual General Meeting 2018 documentation is available on

our website (Investors > General Meetings).

http://company.airbus.com/investors/General-Meetings.html

Governance

More details on Airbus Governance structure, Board Members

and rules and regulations are available on our website

(Company > Corporate Governance).

http://www.airbus.com/company/corporate-governance.html

Issued as of

14 February 2018

Report of the Board of Directors

The fi nancial information for 2017, as set forth below, forms part

of the Documentation for the Annual General Meeting, and is

incorporated by reference herein:

● Airbus SE IFRS Consolidated Financial Statements;

● Notes to the IFRS Consolidated Financial Statements;

● Airbus SE IFRS Company Financial Statements;

● Notes to the IFRS Company Financial Statements;

● Other supplementary Information including the Independent

Auditor’s report.

Audited Financial Statements 2017

Included in the AGM 2018

Information Notice.

For information purposes,

translations into French,

German and Spanish are only

available on our website.

Agenda, Text and Presentation of the proposed resolutions

Hotel Okura Amsterdam - Ferdinand Bolstraat 333, 1072 LH Amsterdam, The Netherlands - Tel.: +31 (0)20 678 71 11

20 minutes by car from Schiphol International Airport. 20 minutes walk from Amsterdam Rai Station.

BY CAR BY PUBLIC TRANSPORT

www.airbus.com

The AGM 2018 documentation is also available at the following addresses:

ONLINE

PRINT

Sh areholder I nformation

F

Airbus SE

European public limited-liability company (Societas Europaea)

Mendelweg 30, 2333 CS Leiden, The Netherlands

Registered with the Dutch Chamber of Commerce under number 24288945

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www.airbus.com

[email protected]

Investors > General Meetings

Toll-free number from:

France: 0 800 01 2001

Germany: 00 800 00 02 2002

Spain: 00 800 00 02 2002

International number: +33 800 01 2001

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